424B5 1 ny20073675x2_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-289490

PROSPECTUS SUPPLEMENT

(To prospectus dated August 11, 2025)

11,111,111 shares

VIAVI SOLUTIONS INC.

Common Stock

We are offering 11,111,111 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is traded on the Nasdaq Global Select Market under the symbol “VIAV”. The closing price of our common stock on May 18, 2026 was $49.75 per share.

(1)	For additional information regarding underwriting compensation, see “Underwriting.”

We have granted the underwriters an option to purchase 1,666,666 additional shares of our common stock at the public offering price, within 30 days from the date of this prospectus supplement.

INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS AND UNCERTAINTIES. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES REFERRED TO UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE S-3 OF THIS PROSPECTUS SUPPLEMENT, AS WELL AS THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, BEFORE MAKING A DECISION TO INVEST IN OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock against payment on or about May 21, 2026.


Stifel			Needham & Company

UBS Investment Bank


B. Riley Securities	Northland Capital Markets	Rosenblatt	BMO Capital Markets

The date of this prospectus supplement is May 19, 2026


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-4
USE OF PROCEEDS			S-6
CAPITALIZATION			S-7
UNDERWRITING			S-8
LEGAL MATTERS			S-18
EXPERTS			S-18
WHERE YOU CAN FIND MORE INFORMATION			S-19
INCORPORATION BY REFERENCE			S-20


			Page
ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			2
VIAVI SOLUTIONS INC.			2
RISK FACTORS			3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
USE OF PROCEEDS			6
SELLING SECURITY HOLDERS			7
PLAN OF DISTRIBUTION			8
DESCRIPTION OF CAPITAL STOCK			10
DESCRIPTION OF OTHER SECURITIES			13
FORM OF SECURITIES			14
LEGAL MATTERS			16
EXPERTS			16
WHERE YOU CAN FIND MORE INFORMATION			17
INCORPORATION BY REFERENCE			17


	As of March 28, 2026
($ in millions)	Actual	As Adjusted⁽¹⁾
Cash and Cash Equivalents	$499	$533
Indebtedness⁽²⁾:
Term Loan B	450	0
3.75% Senior Notes	400	400
0.625% Senior Convertible Notes	250	250
Total Indebtedness	1,100	650
Total Stockholders’ Equity	847	1,331
Total capitalization	$1,947	$1,981


Name			Number of Shares
Stifel, Nicolaus & Company, Incorporated			3,333,333
Needham & Company, LLC			2,666,667
UBS Securities LLC			2,000,000
B. Riley Securities, Inc.			888,889
Northland Securities, Inc.			888,889
Rosenblatt Securities Inc.			888,889
BMO Capital Markets Corp.			444,444
Total			11,111,111


		Total
	Per Share	Without Option to Purchase Additional Shares	With Option to Purchase Additional Shares
Public offering price	$45.00	$499,999,995.00	$574,999,965.00
Underwriting discounts and commissions	$1.35	$14,999,999.85	$17,249,998.95
Proceeds, before estimated expenses, to us	$43.65	$484,999,995.15	$557,749,966.05


Section 96 (1) (a)			the offer, transfer, sale, renunciation or delivery is to:



Section 96 (1) (b)			the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.

Public offering price

$499,999,995.00

Underwriting discounts and commissions⁽¹⁾

$14,999,999.85

Proceeds, before expenses, to us

$484,999,995.15

SEC Form 424B5 filed by Viavi Solutions Inc.